REGISTERED NUMBER: 02131034 (England and Wales)

Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31 October 2025

for

WHYTE BIKES LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Statement of Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Notes to the Financial Statements

14

DIRECTORS:

A Savery

N Hawyes

REGISTERED OFFICE:

Whitworth Road

St Leonards-on-Sea

East Sussex

TN37 7PZ

REGISTERED NUMBER:

02131034 (England and Wales)

AUDITORS:

Feist Hedgethorne Limited

Statutory Auditors

Chartered Accountants

Preston Park House

South Road

Brighton

East Sussex

BN1 6SB

BANKERS:

HSBC Bank Plc

26 Norman Road

St Leonards on Sea

East Sussex

TN37 6NR

BANKERS:

Santander UK plc

2 Triton Square

Regent's Place

London

NW1 3AN

The directors present their strategic report for the year ended 31 October 2025.

REVIEW OF BUSINESS

Fair review of the business

During the year, the business operated within a cycling industry continuing its post-pandemic recovery. Cautious signs of market stabilisation were evident after four years of decline. Whilst discounting of excess and obsolete product continued, it was far less prevalent than the previous year, with inventory increasingly returning to normal levels.

Alongside the improving market, the business continued to execute its growth strategy. Focussing on its primary sales channel, expanding the product range and driving cost efficiencies delivered improved financial performance compared to the previous year. Revenue, and consequently, profitability, were however constrained by a lack of supply during the year, due to insufficient working capital to invest in inventory and the time to market of new product.

In October 2025, Causeway Capital Partners II acquired the business from Cairngorm Capital, including £36.5m of historic debt. To support working capital, the company entered into a new £2.0m asset-backed lending facility with Cynergy Business Finance.

The key financial highlights are as follows:

2025

2024

Turnover

£13,292,080

£11,096,508

Gross profit

£2,570,611

£1,812,121

Gross profit margin

19.3%

16.3%

EBITDA

(£ 2,193,567)

(£ 3,676,500)

The company continues to manage costs appropriately in line with agreed budgets.

Post balance sheet events

In May 2026, the group signed a Deed of Novation and Release with its parent company, Spaceglen Limited, thereby transferring £32.0m of loan note liabilities from the group.

In July 2026, the majority shareholder signed an agreement to restructure the loan instrument that had been acquired from Santander in November 2024, the balance of which was £6.5m as at October 2025 and due for repayment in full in March 2026. Since the year end, the majority shareholder has reduced the balance of the acquired debt to £1m. Amendments effectively reduce the loan to reflect amounts of capital invested, by the majority shareholder, with interest accruing at a rate of 12% that compounds each payment date, and defers repayment until exit.

Since year end, the majority shareholder, Spaceglen Limited, has provided the business with a total of £1.7m of funding.

Outlook and Future developments

Whilst there is cautious optimism and encouraging signs in the short-term, long-term growth is projected through increased cycling participation, underpinned by health and environmental trends, and the continued electrification of the market-driven by innovation and rising living costs.

Whyte remains committed to driving product innovation, leveraging its supplier relationships and expertise in bike design and engineering to optimise its product offering for a growing number of markets. Targeted investments in growth initiatives will ensure the business is prepared for future expansion.

With its current ownership structure, an experienced management team, and a well-funded, market-aligned strategy, the directors believe the business is strongly positioned to capitalise on these emerging opportunities.

PRINCIPAL RISKS AND UNCERTAINTIES

There are a number of risks and uncertainties that can impact the performance of the company, some of which are beyond the control of the company and its directors. The company maintains a register of strategic and operational risks, which are addressed in monthly management meetings where the company's performance is assessed versus budget and prior year. Key performance indicators are also used to benchmark operational performance. Ongoing assessment of trends and risks is an integral part of the company's review of its performance against its plan.

The principal risks and uncertainties facing the company are outlined below:

Economic Risk

The company is exposed to ongoing cost increases throughout the supply chain. Gross margin performance is monitored regularly and the company remains in close dialogue with key suppliers to mitigate any impact. In addition, current inflationary pressure in it's core UK market is impacting household budgets. The company continually monitors its selling prices to ensure that it offers value and remains competitive.

Customer credit risk

Credit risk is the risk of financial loss to the company if a customer fails to meet its contractual obligations. The risk arises principally from the company's trade and other customer receivables. The company has a credit policy in place and the exposure to credit risk is monitored on an on-going basis. Evaluations are performed on all customers requiring credit over a certain amount.

Liquidity risk

In order to maintain liquidity and to ensure that the company has sufficient funds available for ongoing operations and to meet its obligations, the company tracks its cash position on a regular basis.The level of available funds is measured and monitored on a regular basis through the use of detailed cash flow forecasts. The company regularly reviews its borrowing facilities to ensure that they provide an appropriate level of liquidity headroom.

Product demand risk

Sustained reduced demand would cause cash flow challenges for the group, ultimately increasing the liquidity risk. The company continues to invest in the design and performance of bikes and the brand to increase desirability.

Foreign currency risk

The majority of the company's turnover is generated from UK sales. However, the company manufactures its bikes in the far east with payment made in foreign currencies. The business is therefore at risk of volatility in currency exchange rates which may impact profitability and cash flow.

Supply chain risk

The company is reliant on the performance of key suppliers. The company works closely with all elements of the supply chain to foresee and mitigate future challenges.

Reputational risk

All new product designs undergo rigorous testing to comply with minimum local product safety standards. The company has product liability insurance is in place and provides information to customers and training to retailers on how to safely use our bikes.

GOING CONCERN

Following the change in ownership and subsequent restructuring of the group's balance sheet, outlined in Post Balance Sheet Events, the company's performance has been in line with expectations.

The directors have received confirmation that the majority shareholder will not seek repayment of the on-demand liability and will provide additional funding, if required, to ensure the business continues to trade in line with its projections and operate within its financial covenants for a period of at least twelve months from the date of approval of these financial statements.

The £2.0m asset-backed lending facility with Cynergy Business Finance remains in place until at least October 2028.

Consequently, the directors have a reasonable expectation that the company possesses adequate resources to continue in operational existence for the foreseeable future and continue to adopt the going concern basis of accounting in preparing the annual financial statements.

ON BEHALF OF THE BOARD:

Director

29 July 2026

The directors present their report with the financial statements of the company for the year ended 31 October 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the design, production and wholesale distribution of bicycles.

DIVIDENDS

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

RESEARCH AND DEVELOPMENT

The company continues to research and develop new models of bikes and all expenditure on research and development is written off in the year in which it is incurred.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 November 2024 to the date of this report.

A Savery

N Hawyes

Other changes in directors holding office are as follows:

J Neale - resigned 18 October 2025

DISCLOSURE IN THE STRATEGIC REPORT

Certain matters required by regulation to be dealt with in the annual report have been dealt with in the Strategic Report rather than in the Directors' Report. These include principal risks and uncertainties, going concern and future developments.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Feist Hedgethorne Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A Savery - Director

29 July 2026

Opinion

We have audited the financial statements of Whyte Bikes Limited (the 'company') for the year ended 31 October 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 October 2025 and of its loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

-

obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;

-

inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;

-

discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, and tax compliance regulations. We performed audit procedures to detect non-compliance which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence where relevant authorities, and evaluating advice received from external tax advisors.

The audit engagement team identified the risk of management override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Chris Morey (Senior Statutory Auditor)

for and on behalf of Feist Hedgethorne Limited

Statutory Auditors

Chartered Accountants

Preston Park House

South Road

Brighton

East Sussex

BN1 6SB

29 July 2026

TURNOVER

3

13,292,080

11,096,508

Cost of sales

(10,721,469

)

(9,284,387

)

GROSS PROFIT

2,570,611

1,812,121

Distribution costs

(840,055

)

(813,369

)

Administrative expenses

(4,190,093

)

(4,997,175

)

OPERATING LOSS

(2,459,537

)

(3,998,423

)

Interest receivable and similar income

6

-

663

(2,459,537

)

(3,997,760

)

Interest payable and similar expenses

7

(400,835

)

(171,060

)

LOSS BEFORE TAXATION

8

(2,860,372

)

(4,168,820

)

Tax on loss

9

-

-

LOSS FOR THE FINANCIAL YEAR

(2,860,372

)

(4,168,820

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(2,860,372

)

(4,168,820

)

FIXED ASSETS

Intangible assets

10

46,043

139,546

Tangible assets

11

428,992

570,204

475,035

709,750

CURRENT ASSETS

Stocks

12

3,337,023

3,120,639

Debtors

13

2,156,179

1,226,237

Cash at bank

664,663

2,040,161

6,157,865

6,387,037

CREDITORS

Amounts falling due within one year

14

(9,637,116

)

(7,063,145

)

NET CURRENT LIABILITIES

(3,479,251

)

(676,108

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(3,004,216

)

33,642

CREDITORS

Amounts falling due after more than one year

15

(1,855,719

)

(2,034,492

)

PROVISIONS FOR LIABILITIES

20

(1,671

)

(384

)

NET LIABILITIES

(4,861,606

)

(2,001,234

)

CAPITAL AND RESERVES

Called up share capital

21

277,778

277,778

Share premium

22

272,224

272,224

Retained earnings

22

(5,411,608

)

(2,551,236

)

SHAREHOLDERS' FUNDS

(4,861,606

)

(2,001,234

)

The financial statements were approved by the Board of Directors and authorised for issue on 29 July 2026 and were signed on its behalf by:

A Savery - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 November 2023

277,778

1,617,584

272,224

2,167,586

Changes in equity

Total comprehensive income

-

(4,168,820

)

-

(4,168,820

)

Balance at 31 October 2024

277,778

(2,551,236

)

272,224

(2,001,234

)

Changes in equity

Total comprehensive income

-

(2,860,372

)

-

(2,860,372

)

Balance at 31 October 2025

277,778

(5,411,608

)

272,224

(4,861,606

)

1.	STATUTORY INFORMATION

Whyte Bikes Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page. The registered office address and business address are the same.

The presentation and the functional currency of the financial statements is the Pound Sterling (£).

Monetary amounts in these financial statements are rounded to the nearest pound.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirement of paragraph 33.7.

The financial statements of the company are consolidated in the financial statements of ATB 2021 Topco Limited. These consolidated financial statements are available from its registered office, 1 Whitworth Road, Whitworth Road, St. Leonards-On-Sea, England, TN37 7PZ.

Significant judgements and estimates

Preparation of the financial statements requires management to make significant judgements and estimates and these estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Key sources of estimation uncertainty:

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilization and the physical condition of the assets. The carrying amount of tangible fixed assets is £428,992 (2024: £570,204) as noted in note 11.

The company makes an estimate of the recoverable value of trade and other debtors. When assessing the impairment of trade debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. The carrying amount of trade debtors is £1,705,133 (2024: £949,771) as noted in note 13.

A stock provision is booked for cases where the realisable value from sales of the stock item is estimated to be lower than the stock carrying value. The provision is estimated taking into account various factors, including prevailing sales prices of stock items, the seasonality of the items' sales profile and losses associated with slow moving stock items. This provision totalled £43,299 (2024: £215,803) and the carrying amount of closing stock is £3,337,023 (2024: £3,120,639) as noted in note 12.

The company's current tax provision of £Nil (2024: £Nil) relates to management's assessment of the amount of tax payable on the company's profit for the year where the liabilities remain to be agreed with HMRC. Due to the uncertainty with such taxation items, there is a possibility that the final outcome may differ on conclusion of open tax matters at a future date.

Key judgements have been made as follows:

Amounts due to/from other group companies

The directors review the recoverability of amounts due from other group companies with the directors of the relevant companies on a regular basis. In the directors opinion, at the period end there are no indicators of impairment and, therefore, no impairment is required.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for the sale of bikes and other associated goods in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and rebates.

Revenue from the sale of bikes and other associated goods is recognised at the point at which the risks and rewards of ownership have transferred, usually being the point at which goods are made ready for collection are despatched from the specified location to the customer.

Interest income is recognised using the effective interest method.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Trademarks are being amortised evenly over their estimated useful life of three years.

Developments costs are being amortised evenly over their estimated useful life of three years.

Computer software is being amortised evenly over its estimated useful life of three years.

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended by management.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

straight line over 10 years

Equipment

-

straight line over 3 years

Motor vehicles

-

straight line over 4 years

Computer equipment

-

straight line over 3 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Depreciation is recognised within administrative expenses.

Impairment policy

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unity to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimates future cash flows are discounted to present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Stocks and work in progress

Stocks, which consists of bikes, are stated at the lower of cost and estimated selling price less costs to complete and sell. Costs comprise those costs incurred by the company in bringing the stocks to the location and condition intended by management and are calculated on a first-in first-out basis. Estimated selling price less costs to complete and sell is based on the estimated selling price in an arm’s length transaction less any estimated completion or selling costs that will be expected to be incurred in the transaction.

When stocks are sold, the carrying amount of those stocks is recognised as an expense within cost of sales. This takes place in the same period that the associated revenue is recognised.

At each balance sheet date, the directors undertake a review of its stock to establish if any stock is slow-moving or has become obsolete. Where any write-downs of stock become necessary so as to reduce the value from cost to estimated selling price less costs to complete and sell, such write-downs are recognised as an expense in profit or loss in the period in which the write-down or loss occurs. Where such write-downs subsequently reverse, the amount of any reversal is recognised as a reduction in the amount of stocks recognised as an expense in the period in which the reversal occurs.

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities such as trade and other accounts receivable and payable, loans from banks and other third parties and loans to and from related parties.

Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However if the arrangements of a short-term instrument constitutes a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. If evidence of impairment is found, an impairment loss is recognised in the profit and loss account.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the balance sheet date. If evidence of impairment is found, an impairment loss is recognised in the profit and loss account.

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis as to realise the asset and settle the liability simultaneously.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives ar recognised in the profit and loss account as finance costs or finance income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.

Provisions

Provisions are recognised when the company has a legal or constructive obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

Taxation

The tax currently payable is based on the taxable profit for the year. The taxable profits differs from the net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company's liability for the current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is recognised in respect of all timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Equity instruments

Equity instruments issued by the company are recorded at the fair value of proceeds received, net of

transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no

longer at the discretion of the company.

Research and development

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Foreign currencies

Transactions in currencies other than the functional currency are recorded at the rate of exchange on the date the transaction occurred. Monetary items denominated in other currencies are translated at the rate prevailing at the balance sheet date. All differences are taken to profit or loss. Non-monetary items which are measured at historic cost in a foreign currency are not retranslated.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Cash and cash equivalents

Cash and cash equivalents are basic financial instruments and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Employee benefits

Short-term employee benefits are recognised as an expense in the period in which they are incurred.

The company operates a defined contribution pension scheme and the obligations for contributions are recognised as an expense in the period they are incurred. Differences between contributions payable in the year and those actually paid are recognised as either prepayments or accruals in the balance sheet. The assets of the defined contribution pension scheme are held separately from those of the company in an independently administered fund.

Retirement benefits

For defined contribution schemes, the amount charged to profit or loss is the contributions in the year. Differences between contributions payable in the year and contributions actually paid are shows as either accruals of prepayments.

Going concern

Following the change in ownership and subsequent restructuring of the group's balance sheet, outlined in Post Balance Sheet Events, the company's performance has been in line with expectations.

The directors have received confirmation that the majority shareholder will not seek repayment of the on-demand liability and will provide additional funding, if required, to ensure the business continues to trade in line with its projections and operate within its financial covenants for a period of at least twelve months from the date of approval of these financial statements.

The £2.0m asset-backed lending facility with Cynergy Business Finance remains in place until at least October 2028.

Consequently, the directors have a reasonable expectation that the company possesses adequate resources to continue in operational existence for the foreseeable future and continue to adopt the going concern basis of accounting in preparing the annual financial statements.

3.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2025

2024

£

£

Sale of bicycles

13,292,080

11,096,508

13,292,080

11,096,508

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

11,427,322

10,182,649

Europe

680,882

572,328

Rest of World

1,183,876

341,531

13,292,080

11,096,508

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

2,137,219

2,260,909

Social security costs

238,167

251,655

Other pension costs

51,327

50,700

2,426,713

2,563,264

The average number of employees during the year was as follows:

2025

2024

Sales and distribution

11

13

Administration

8

8

Directors

3

3

Research and development

8

8

Warranty

2

4

32

36

A defined contribution pension scheme is operated by the company. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension charge represents contributions payable to the fund and amounted to £51,327 (2024: £50,700). Contributions amounting to £9,692 (2024: £9,524) were payable to the fund at the year end and are included in creditors.

5.	DIRECTORS' EMOLUMENTS

2025

2024

£

£

Directors' remuneration

478,800

486,146

Directors' pension contributions to money purchase schemes

17,584

17,340

During the year retirement benefits were accruing to 3 directors (2024: 4) in respect of money purchase schemes.

The highest paid director received remuneration of £300,000 (2024: £182,441).

The increase in the emoluments of the highest paid director compared with the prior year is attributable to the director having commenced employment in February of the prior financial year.

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £11,500 (2024: £8,507).

6.

INTEREST RECEIVABLE AND SIMILAR INCOME

2025

2024

£

£

Other interest received

-

663

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank loan interest

400,835

171,060

8.	LOSS BEFORE TAXATION

The profit is stated after charging/(crediting):

2025

2024

£

£

Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss

208,099

143,449

Research and development costs

68,347

79,478

Depreciation of owned tangible fixed assets

245,926

316,776

Loss on disposal of fixed assets

(91,338

)

(6,522

)

Amortisation of intangible assets

20,044

5,147

Operating lease charges

135,795

153,717

Auditor's remuneration

18,650

49,330

9.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 October 2025 nor for the year ended 31 October 2024.

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Loss before tax

(2,860,372

)

(4,168,820

)

Loss multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

(715,093

)

(1,042,205

)

Effects of:

Expenses not deductible for tax purposes

103,588

296,385

Change in unrecognised deferred tax assets

611,505

745,820

corporation tax rate

respect of prior years

Total tax charge

-

-